Common use of Indemnification by NovaCare Clause in Contracts

Indemnification by NovaCare. NovaCare assumes responsibility for the payment of wages to the Worksite Employees without regard to payments by Subscriber to NovaCare, although in doing so NovaCare does not waive or limit any claim against Subscriber. NovaCare agrees to indemnify, hold harmless, protect and defend Subscriber, its subsidiaries and affiliates and each of their officers, directors, agents, attorneys and employees from and against any claims, expenses (including attorneys' fees and court costs), damages and liabilities from claims, actions, suits, judgments or settlements arising out of NovaCare's breach of its obligations or warranties under this Agreement or any action by NovaCare or its agents or employees (other than Worksite Employees) which may result in a violation of any law or regulation, except violations resulting from conduct of Worksite Employees or worksite conditions. Subscriber shall give NovaCare prompt written notice of any claim for which indemnification will be sought hereunder, and shall cooperate in the investigation and defense of any such claim and shall not settle or compromise any such claim without the approval of NovaCare. Where Subscriber has followed or complied with a request or recommendation of NovaCare or otherwise properly relied on information supplied by NovaCare, it shall be relieved of responsibility for back pay and damages for such actions (unless Subscriber has failed to comply with its obligations hereunder to provide accurate information to NovaCare) and NovaCare shall indemnify and hold Subscriber harmless from and against any and all liabilities arising therefrom.

Appears in 2 contracts

Samples: Subscriber Service Agreement (Novacare Inc), Subscriber Service Agreement (Novacare Employee Services Inc)

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Indemnification by NovaCare. NovaCare assumes responsibility for the payment of wages to the Worksite Employees without regard to payments by Subscriber to NovaCare, although in doing so NovaCare does not waive or limit any claim against Subscriber. NovaCare agrees to indemnify, hold harmless, protect and defend Subscriber, its subsidiaries and affiliates and each of their officers, directors, agents, attorneys and employees from and against any claims, expenses (including attorneys' fees and court costs), damages and liabilities from claims, actions, suits, judgments or settlements arising out of NovaCare's breach of its 15 obligations or warranties under this Agreement or any action by NovaCare or its agents or employees (other than Worksite Employees) which may result in a violation of any law or regulation, except violations resulting from conduct of Worksite Employees or worksite conditions. Subscriber shall give NovaCare prompt written notice of any claim for which indemnification will be sought hereunder, and shall cooperate in the investigation and defense of any such claim and shall not settle or compromise any such claim without the approval of NovaCare. Where Subscriber has followed or complied with a request or recommendation of NovaCare or otherwise properly relied on information supplied by NovaCare, it shall be relieved of responsibility for back pay and damages for such actions (unless Subscriber has failed to comply with its obligations hereunder to provide accurate information to NovaCare) and NovaCare shall indemnify and hold Subscriber harmless from and against any and all liabilities arising therefrom.

Appears in 1 contract

Samples: Subscriber Service Agreement (Novacare Employee Services Inc)

Indemnification by NovaCare. NovaCare assumes responsibility for the payment of wages to the Worksite Employees without regard to payments by Subscriber to NovaCare, although in doing so NovaCare does not waive or limit any claim against Subscriber. NovaCare agrees to indemnify, hold harmless, protect and defend Subscriber, its subsidiaries and affiliates and each of their officers, directors, agents, attorneys and employees from and against any claims, expenses (including attorneys' fees and court costs), damages and liabilities from claims, actions, suits, judgments or settlements arising out of NovaCare's breach of its obligations or warranties under this Agreement or any action by NovaCare or its agents or employees (other than Worksite Employees) which may result in a violation of any law or regulation, except violations resulting from conduct of Worksite Employees or worksite conditions. Subscriber shall give NovaCare prompt written notice of any claim for which indemnification will be sought hereunder, and shall cooperate in the investigation and defense of any such claim and shall not settle or compromise any such claim without the approval of NovaCare. Where Subscriber has followed or complied with a request or recommendation of NovaCare or otherwise properly relied on information supplied by 15 NovaCare, it shall be relieved of responsibility for back pay and damages for such actions (unless Subscriber has failed to comply with its obligations hereunder to provide accurate information to NovaCare) and NovaCare shall indemnify and hold Subscriber harmless from and against any and all liabilities arising therefrom.

Appears in 1 contract

Samples: Subscriber Service Agreement (Novacare Employee Services Inc)

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Indemnification by NovaCare. NovaCare assumes responsibility for the payment of wages to the Worksite Employees without regard to payments by Subscriber to NovaCare, although in doing so NovaCare does not waive or limit any claim against Subscriber. NovaCare agrees to indemnify, hold harmless, protect and defend Subscriber, its subsidiaries and affiliates and each of their officers, directors, agents, attorneys and employees from and against any claims, expenses (including attorneys' fees and court costs), damages and liabilities from claims, actions, suits, judgments or settlements arising out of NovaCare's breach of its obligations or warranties under this Agreement or any action by NovaCare or its agents or employees (other than Worksite Employees) which may result in a violation of any law or regulation, except 16 violations resulting from conduct of Worksite Employees or worksite conditions. Subscriber shall give NovaCare prompt written notice of any claim for which indemnification will be sought hereunder, and shall cooperate in the investigation and defense of any such claim and shall not settle or compromise any such claim without the approval of NovaCare. Where Subscriber has followed or complied with a request or recommendation of NovaCare or otherwise properly relied on information supplied by NovaCare, it shall be relieved of responsibility for back pay and damages for such actions (unless Subscriber has failed to comply with its obligations hereunder to provide accurate information to NovaCare) and NovaCare shall indemnify and hold Subscriber harmless from and against any and all liabilities arising therefrom.

Appears in 1 contract

Samples: Subscriber Service Agreement (Novacare Employee Services Inc)

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